Governance and Nominations Committee

The Governance and Nominations Committee provides advice to Council on its governance structures and processes.

Governance and Nominations Committee Terms of Reference

Preamble

Section 15(1)(d) of the University of South Australia Act (1990) enables Council to delegate any of its powers or functions to a Committee. The Council established the Honorary Awards Committee on 16 October 2008 and the Governance and Legislation Committee on 27 August 2009.  Following a review in 2018 Council agreed to merge both Committee according.

The Governance and Nominations Committee has been established as a Committee of Council to assist it in the conduct of its business and to provide advice in the area of its Terms of Reference.

The delegation to the Committee does not derogate from the power of Council to act in any matter and is revocable at will by the Council (Section 2 (c)(d)). The Committee may resolve not to take action on any matter appearing in its Terms of Reference, or exercise any delegation from Council and refer a matter directly to Council for consideration.

These Terms of Reference outline the responsibilities and operations of the Committee.

Responsibilities

The primary functions of the Governance and Nominations Committee is to provide advice and recommendations to Council:

1. Council and Committee appointments in accordance with the Guidelines for Recruitment and Selection of Council and Committee Members,
2. Governance structures and processes,
3. To make and consider Honorary Awards in accordance with the Honorary Awards Policy.

Specifically the Committee will provide advice and recommendations to Council on the following:

a) The roles and responsibilities of Council, its structures and rules for conduct of meetings
b) The consideration of honorary awards nominations in accordance with the University's Honorary Awards Policy and making recommendations to Council
c) The composition of Council in accordance with the requirements of the University of South Australia Act (1990)
d) Appointments to Council and Committees in accordance with the University of South Australia Act 1990 and the Guidelines for Recruitment and Selection
e) Conduct of Council members in accordance with the University of South Australia Act 1990 and the Code of Ethical Conduct
f) Professional development for Council members including induction and ongoing education
g) The governance environment and its impact on the University's governance framework and practice
h) Review of proposed amendments to Committees Terms of Reference
i) Review of Council Handbook
j) Review of other governance documentation relating to Council activities
k) Council member succession planning
l) The periodic review and endorsement of Committee Terms of Reference
m) Any other matters as requested by Council.

All Honorary Awards and Emeritus Professor nominations will be endorsed by the Senior Management Group prior to being referred to the Committee.

Refer here for the Honorary Awards nomination process.

Membership

 Membership of the Governance and Nominations Committee shall consist of the following:

  • The Chancellor (Chair)
  • Vice Chancellor
  • 2 Appointed members of Council
  • 1 Elected Staff member of Council
  • USASA President Member of Council

The Director Chancellery and Council Services will be the Executive Officer of the Committee. The Chair may invite members of management or others to attend the meetings.  The Provost will have a standing invitation to attend all meetings where matters pertaining to Honorary Awards are considered.

No business may be transacted at a Committee meeting unless a quorum is present.A quorum is four members, one of which must be the Chancellor or appointed member of Council.

Membership and terms of Council member’s appointments will be as determined by Council. 

Meetings

The Committee will meet at least 2 times per annum. Meetings of the Committee may be called by the  Chair of the Committee outside of this cycle, should the need arise to discuss matters related to it its Terms of Reference.

Matters of Urgent Business

Where urgent action is necessary, a matter may be dealt with out of session, as determined by the Committee Chair, and approved if agreed to by each member of the Committee, and shall be subsequently reported to the next meeting of the Committee.

Reporting

The Governance and Nominations Committee will report to Council on its activities at the next available Council meeting. The report shall include a summary of resolutions of the meeting (including any items requiring a resolution or endorsement of Council) and a copy of the minutes of the meeting.

Policy

Honorary Awards Policy c31